Increase of Share Capital (Nigeria)
RESOLUTION FOR INCREASE OF SHARE CAPITAL
Companies and Allied Matters Act 2020 (CAMA 2020) — Section 124 and Section 126
Company: [Company Name] (RC No: [RC Number])
Registered Office: [Registered Address]
Company Type: [Company Type]
Date of Resolution: [Resolution Date]
BOARD OF DIRECTORS RESOLUTION
At a duly convened [Meeting Type] of [Company Name] held on [Resolution Date], chaired by [Chairperson Name], at which a quorum was present, the following resolution was proposed and passed:
RESOLVED THAT:
1. The authorised share capital of [Company Name] be and is hereby increased from [Current Authorised Capital] by [Increase Amount] to [New Authorised Capital] by the creation of additional [Share Class].
2. The reason for this increase is: [Reason for Increase].
3. The Company Secretary, [Company Secretary], be and is hereby authorised to file the Notice of Increase of Share Capital (CAC Form CAC 3) with the Corporate Affairs Commission (CAC) within 15 days of this resolution, in accordance with Section 126 of the Companies and Allied Matters Act 2020 (CAMA 2020).
4. The Company Secretary be authorised to pay all applicable stamp duty on the incremental capital to the Federal Inland Revenue Service (FIRS) under the Stamp Duties Act (Cap S8, LFN 2004) before the CAC filing.
SHAREHOLDERS' [Resolution Type]
At the [Meeting Type] of shareholders of [Company Name] duly convened and held on [Resolution Date], the following [Resolution Type] was proposed and duly passed by the requisite majority in accordance with the Companies and Allied Matters Act 2020:
RESOLVED (as a [Resolution Type]) THAT:
The authorised share capital of [Company Name] be increased from [Current Authorised Capital] to [New Authorised Capital] by the creation of additional [Share Class], and that the Memorandum and Articles of Association of the Company be amended accordingly where required.
CAC FORM CAC 3 — NOTICE OF INCREASE OF SHARE CAPITAL
Pursuant to Section 126 of the Companies and Allied Matters Act 2020 (CAMA 2020), the following particulars are provided for filing with the Corporate Affairs Commission (CAC):
Company Name: [Company Name]
RC Number: [RC Number]
Current Authorised Share Capital: [Current Authorised Capital]
Amount of Increase: [Increase Amount]
New Total Authorised Share Capital: [New Authorised Capital]
Class of New Shares: [Share Class]
Date of Resolution: [Resolution Date]
This Notice must be filed with the CAC within 15 days of [Resolution Date], i.e. no later than the date falling 15 days after the resolution date, failing which every officer in default is liable to a penalty under CAMA 2020.
CERTIFICATION
We, the undersigned, being the Chairperson and Company Secretary of [Company Name], hereby certify that the foregoing resolution was duly passed at the [Meeting Type] of the Company held on [Resolution Date], and that the same is a true and accurate record of the resolution.
Chairperson: [Chairperson Name]
Company Secretary: [Company Secretary]
Date: [Resolution Date]
Chairperson
________________
Signature
Company Secretary
________________
Signature
What Is a Increase of Share Capital (Nigeria)?
An Increase of Share Capital in Nigeria sets out the increase of share capital and the obligations it places on the parties.
Under CAMA 2020, Section 124, a company may increase its share capital by passing an ordinary resolution (for increases within the company's objects) or a special resolution (where the Memorandum of Association requires it). The resolution must be accompanied by a filing of the Notice of Increase of Share Capital (CAC Form CAC 3) with the Corporate Affairs Commission within 15 days of passing the resolution, under Section 126 of CAMA 2020. Failure to file within 15 days renders every officer of the company liable to a penalty under CAMA 2020.
The Corporate Affairs Commission (CAC) — established under Section 1 of CAMA 2020 as the federal agency responsible for the registration and regulation of companies in Nigeria — must update the company's registered particulars following the increase. The CAC's Companies Registry portal (CAC e-portal) now processes most CAMA filings electronically. An increase of share capital also requires the payment of additional stamp duty on the incremental capital under the Stamp Duties Act (Cap S8, LFN 2004), assessed by the Federal Inland Revenue Service (FIRS) at the rate applicable to share capital instruments.
An Increase of Share Capital must be distinguished from the allotment of new shares, which is a separate step that may follow the increase. The increase merely raises the authorised ceiling; actual allotment requires a further board resolution, compliance with Section 177 of CAMA 2020 on allotment procedures, and (for public companies) compliance with the Investment and Securities Act 2007 (ISA 2007) and the Securities and Exchange Commission (SEC) Nigeria's rules on public offers and rights issues.
For banks and financial institutions, the Central Bank of Nigeria (CBN) sets minimum capital requirements under the Banks and Other Financial Institutions Act 2020 (BOFIA 2020). A CBN-licensed bank increasing its share capital to meet CBN recapitalisation directives — such as the 2024 CBN recapitalisation circular requiring commercial banks to meet new minimum capital thresholds — must obtain CBN approval before completing the CAC filing process.
The legal framework governing the Increase of Share Capital (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a Increase of Share Capital (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.
When Do You Need a Increase of Share Capital (Nigeria)?
An Increase of Share Capital resolution package in Nigeria is required whenever a company's authorised share capital is insufficient to accommodate a planned allotment or corporate transaction.
An Increase of Share Capital is needed when a private limited company (Ltd) or public limited company (Plc) registered under CAMA 2020 wishes to issue new shares to existing shareholders (rights issue) or new investors (private placement), but the proposed allotment would exceed the current authorised share capital stated in the Memorandum of Association.
An Increase of Share Capital is required when a Nigerian bank receives a CBN directive to recapitalise — as under the April 2024 CBN recapitalisation circular — and must increase its authorised and issued capital to meet the new minimum capital base prescribed by the Central Bank of Nigeria under BOFIA 2020.
An Increase of Share Capital is needed when a company is undergoing a merger or acquisition under Part XIX of CAMA 2020 or under SEC Nigeria's Mergers and Acquisitions Rules, and the surviving or acquiring company must issue new shares as merger consideration beyond its current authorised capital.
An Increase of Share Capital is required when a venture capital or private equity investor makes a condition precedent to closing a funding round the availability of sufficient authorised but unissued shares to accommodate the agreed equity stake, option pool, or convertible instrument conversion.
An Increase of Share Capital is needed when a company converting from a private company to a public company (under Section 60 of CAMA 2020) must meet the minimum issued share capital of NGN 2,000,000 for public companies, requiring an increase if the existing authorised capital is below this threshold.
Parties in Nigeria should prepare a Increase of Share Capital (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Increase of Share Capital (Nigeria)
A valid Increase of Share Capital package for a Nigerian company under CAMA 2020 must contain the following essential documents and elements.
Board Resolution: A resolution of the board of directors convening the general meeting to consider the increase, or (where the Articles permit) passing the resolution by board authority under CAMA 2020 Section 124. The resolution must record the meeting date, quorum, directors present, and the proposed new authorised share capital amount.
Shareholders' Resolution: An ordinary resolution (simple majority) passed at a general meeting of shareholders, or a special resolution (75% majority) if required by the company's Articles of Association. Under CAMA 2020 Section 258, special resolutions require 21 days' notice (unless short notice is agreed by the requisite majority) and must be filed with the CAC within 15 days of passing.
New Authorised Share Capital: The new total authorised share capital in Nigerian Naira (NGN) stated by nominal value per share class and total shares. For example: 1,000,000,000 ordinary shares of NGN 0.50 each = NGN 500,000,000 authorised share capital.
CAC Form CAC 3 (Notice of Increase of Share Capital): The prescribed CAC form completed with the company's RC number, current authorised capital, amount of increase, new total authorised capital, class of shares, and nominal value. Filed within 15 days of the resolution under CAMA 2020 Section 126.
Stamp Duty: Payment of stamp duty on the incremental share capital amount to the Federal Inland Revenue Service (FIRS) before the CAC filing, under the Stamp Duties Act (Cap S8, LFN 2004).
Amendment to Memorandum and Articles (if required): If the Memorandum of Association states a specific authorised share capital figure that must be amended, a special resolution under CAMA 2020 Section 44 is required, and the amended Memorandum must be filed with the CAC.
CAC Filing Evidence: Proof of electronic filing on the CAC e-portal, together with the acknowledgement receipt, stamped copy of the resolution, and updated certificate of incorporation (if the CAC issues a restated certificate). The company's registered particulars at the CAC Abuja registry or relevant state office must be updated.
Additional compliance elements for a Increase of Share Capital (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Increase of Share Capital (Nigeria) (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/business/corporate/increase-share-capital-nigeria
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title = {Increase of Share Capital (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/business/corporate/increase-share-capital-nigeria}},
note = {Free legal document template. Based on Companies and Allied Matters Act (CAMA) 2020}
}Frequently Asked Questions
Under the Companies and Allied Matters Act 2020 (CAMA 2020), the procedure for increasing a company's share capital involves the following steps. First, the board of directors passes a resolution to convene a general meeting (or, if the Articles permit, to authorise the increase directly). Second, the shareholders pass an ordinary resolution (or special resolution if the Articles require) at a general meeting approving the increase. Third, the company completes and files the Notice of Increase of Share Capital (CAC Form CAC 3) with the Corporate Affairs Commission (CAC) within 15 days of passing the resolution, under Section 126 of CAMA 2020. Fourth, stamp duty on the incremental capital is paid to the Federal Inland Revenue Service (FIRS) under the Stamp Duties Act (Cap S8, LFN 2004). Fifth, if the Memorandum of Association states a fixed authorised capital, a special resolution under Section 44 of CAMA 2020 amending the Memorandum must also be filed. The CAC updates the company's registered particulars on the Companies Registry database.
In Nigeria under CAMA 2020, authorised share capital is the maximum total nominal value of shares that a company is permitted to create and issue, as stated in its Memorandum of Association or as subsequently increased by resolution. Issued share capital is the portion of the authorised share capital that has actually been allotted to shareholders and for which consideration has been received. A company may have an authorised share capital of NGN 100,000,000 (100 million ordinary shares of NGN 1.00 each) but an issued share capital of only NGN 50,000,000 (50 million shares actually allotted). To issue additional shares beyond the current authorised capital, the company must first increase its authorised share capital. CAMA 2020 abolished the minimum authorised share capital requirement of NGN 10,000 for private companies and NGN 500,000 for public companies that existed under the repealed CAMA 1990.
Yes. Under Section 126 of the Companies and Allied Matters Act 2020 (CAMA 2020), a company that increases its share capital must deliver a Notice of Increase of Share Capital (CAC Form CAC 3) to the Corporate Affairs Commission (CAC) within 15 days of passing the resolution authorising the increase. The form is filed electronically through the CAC e-portal at https://pre.cac.gov.ng. Filing must be accompanied by a certified copy of the resolution and evidence of stamp duty payment to the Federal Inland Revenue Service (FIRS). Every director and officer of a company that fails to file within the 15-day period is liable to a daily penalty under CAMA 2020 for the period of default. The CAC then updates the company's registered particulars on the national companies database. Under Nigeria law, Companies and Allied Matters Act (CAMA) 2020, parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
Stamp duty on an increase of share capital in Nigeria is payable to the Federal Inland Revenue Service (FIRS) under the Stamp Duties Act (Cap S8, Laws of the Federation of Nigeria 2004). The applicable rate on the nominal value of the incremental authorised share capital (i.e., the amount of the increase, not the total new capital) is 0.75% of the incremental nominal capital. For example, if a company increases its authorised share capital from NGN 100,000,000 to NGN 500,000,000, stamp duty is assessed on the NGN 400,000,000 increment at 0.75%, resulting in NGN 3,000,000 stamp duty payable to FIRS. Stamp duty must be paid before the CAC filing, as the CAC will not process the Form CAC 3 without evidence of payment. The Finance Act 2020 clarified that FIRS has exclusive jurisdiction over stamp duty on instruments involving corporate bodies.
Yes. A company may reduce its share capital under Section 131 of the Companies and Allied Matters Act 2020 (CAMA 2020), subject to the following conditions. The company must pass a special resolution (75% majority) approving the reduction. For public companies, the reduction must be confirmed by the Federal High Court, which will hear objections from creditors within the period prescribed in the court's order. Private companies may reduce share capital without court confirmation if the directors make a solvency declaration under CAMA 2020 Section 133, confirming that the company is not insolvent and will remain solvent after the reduction. The CAC must be notified within 15 days of the court order or solvency declaration. A reduction may involve extinguishing unpaid liability on partly paid shares, cancelling lost or unrepresented capital, or repaying capital in excess of the company's needs.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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